1. Definitions 
1.1 “Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting JLI to provide the  Services as specified in any proposal, quotation, order, invoice, or other documentation, and: 
(a) if there is more than one Client, is a reference to each Client jointly and severally; and 
(b) if the Client is a partnership, it shall bind each partner jointly and severally; and 
(c) if the Client is on behalf of or part of, a Trust, shall be bound in its own capacity as a trustee; and 
(d) includes the Client’s executors, administrators, successors, and permitted assigns. 
1.2 “Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to,  this Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs,  Contracts, client information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, driver’s  license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information  (where applicable), previous credit applications, credit history) and pricing details. 
1.3 “Contract” means the terms and conditions contained herein, together with any proposal, quotation, order, invoice or other document or  amendments expressed to be supplemental to this Contract.  
1.4 “Cookies” means small files which are stored on a user’s computer. They are designed to hold a modest amount of data (including  Personal Information) specific to a particular client and website and can be accessed either by the web server or the client’s computer. If the  Client does not wish to allow Cookies to operate in the background when using JLI’s website, then the Client shall have the right  to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to making enquiries  via the website. 
1.5 “Fee” means the Fee payable (plus any GST where applicable) for the Goods or Services as agreed between JLI and the Client in  accordance with clause 6 below. 
1.6 “Goods” means all Goods (including, but not limited to, furniture, rugs, lamps, cushions, throws, linen, artwork, and any accessories  supplied on hire or for sale etc.,) or Services (including, but not limited to, any incidental items such as documents, designs and drawings or  materials supplied etc). supplied by JLI to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’  or ‘Services’ shall be interchangeable for the other). 
1.7 “GST” means Goods and Services Tax as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth). 1.8 “JLI” means Jodie Lentini Interiors Pty Ltd, its successors and assigns or any person acting on behalf of and with the authority of Jodie  Lentini Interiors Pty Ltd. 
2. Acceptance 
2.1 The parties acknowledge and agree that: 
(a) they have read and understood the terms and conditions contained in this Contract; and 
(b) the parties are taken to have exclusively accepted and are immediately bound, jointly and severally, by these terms and conditions if the  Client places an order for or accepts delivery of the Goods or provision of the Services. 
2.2 In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the  parties have entered into, the terms of this Contract shall prevail. 
2.3 Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.  2.4 The Client acknowledges that the supply of Goods or Services on credit shall not take effect until the Client has completed a credit  application with JLI and it has been approved with a credit limit established for the account. 
2.5 In the event that the supply of Goods or Services requested exceeds the Client’s credit limit and/or the account exceeds the payment terms,  JLI reserves the right to refuse delivery. 
2.6 The Client accepts and acknowledges that JLI reserves the right to appoint at JLI’s discretion a project manager or managers to oversee the  Services up to and including completion. The Client accepts that this party may be subject to change without notice during the course of the  Contract. 
2.7 Any advice, recommendation, information, assistance, or service provided by JLI in relation to the Goods or Services supplied is given in  good faith to the Client, or the Client’s agent and is based on JLI’s own knowledge and experience and shall be accepted without liability on  the part of JLI. Where such advice or recommendations are not acted upon then JLI shall require the Client or their agent to authorise  commencement of the Services in writing. JLI shall not be liable in any way whatsoever for any damages or losses that occur after any  subsequent commencement of the Services. 
2.8 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the  Electronic Transactions Act 2000 or any other applicable provisions of that Act or any Regulations referred to in that Act. 
3. Authorised Representative 
3.1 The Client acknowledges that JLI shall (for the duration of the Services) liaise directly with one (1) authorised representative, and that once  introduced as such to JLI, that person shall have the full authority of the Client to order any Services and/or to request any variation thereto  on the Client’s behalf. The Client accepts that they will be solely liable to JLI for all additional costs incurred by JLI (including JLI’s profit  margin) in providing any Services or variation/s requested thereto by the Client’s duly authorised representative. 
4. Errors and Omissions 
4.1 The Client acknowledges and accepts that JLI shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or  omission(s): 
(a) resulting from an inadvertent mistake made by JLI in the formation and/or administration of this Contract; and/or (b) contained in/omitted from any literature (hard copy and/or electronic) supplied by JLI in respect of the Services. 4.2 In circumstances where the Client is required to place an order for Goods, in writing, or otherwise as permitted by these terms and  conditions, the Client is responsible for supplying correct order information such as, without limitation, measurements and quantity, when  placing an order for Goods (whether they are made to order Goods or not) ("Client Error"). The Client must pay for all Goods it orders from JLI notwithstanding that such Goods suffer from a Client Error and notwithstanding that the Client has not taken or refuses to take Delivery of such Goods. JLI is entitled to, at its absolute discretion to waive its right under this sub-clause in relation to Client Errors. 
5. Change in Control 
5.1 The Client shall give JLI not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any  other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s,  change of trustees, or business practice). The Client shall be liable for any loss incurred by JLI as a result of the Client’s failure to comply  with this clause. 
6. Fee and Payment 
6.1 At JLI’s sole discretion, the Fee shall be either: 
(a) as indicated on any invoice provided by JLI to the Client upon placement of an order for Goods; or 
(b) the Fee as at the date of: 
(i) delivery of the Goods according to JLI’s current price list, as previously disclosed to the Client upon the Client’s placement of an order  for Goods; or 
(ii) the Fee as at the date of provision of the Services according to JLI’s current hourly rate. 
(c) JLI’s quoted Fee (subject to clause 6.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30)  days. 
6.2 JLI reserves the right to change the Fee: 
(a) if a variation to the Services (including any variation to the brief, specifications, dimensions, or where design packages are chosen and  additional time is necessary due to the Client’s requests, then such time is subject to JLI’s hourly rate or required due to changes in  regulations, etc.; or 
(b) where additional Services are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, limitations  to accessing the site, safety considerations, prerequisite work by a third party not being completed, change of design, availability of  specialty items ordered or other stock availability, up scale of white goods, lighting etc., incorrect measurements, plans and/or  specifications provided by the Client, hidden pipes and wiring etc.) which are only discovered on commencement of the Services; or (c) in the event of increases to JLI in the cost of labour or materials, which are beyond JLI’s control; or 
(d) where additional costs are incurred by JLI due to unexpected delays such as the receipt of approvals or permits, or access to the site not  being available as was agreed or when pre-arranged. 
6.3 Variations will be charged for on the basis of JLI’s quotation, and will be detailed in writing, and shown as variations on JLI’s invoice. The  Client shall be required to respond to any variation submitted by JLI within ten (10) working days. Failure to do so will entitle JLI to add the  cost of the variation to the Fee. Payment for all variations must be made in full at the time of their completion. 
6.4 At JLI’s sole discretion, a reasonable non-refundable deposit may be required upon placement of an order for Goods or Services, in  accordance with any quotation provided by JLI or as notified to the Client prior to the placement of an order for Goods.  6.5 Time for payment for the Goods being of the essence, the Fee will be payable by the Client on the date/s determined by JLI, which may be: (a) by way of instalments/progress payments in accordance with JLI’s payment schedule; 
(b) the date specified on any invoice or other form as being the date for payment; or 
(c) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by JLI.  6.6 Payment may be made by electronic/on-line banking, or by any other method as agreed to between the Client and JLI. 6.7 JLI may in its discretion allocate any payment received from the Client towards any invoice that JLI determines and may do so at the time of  
receipt or at any time afterwards. On any default by the Client JLI may re-allocate any payments previously received and allocated. In the  absence of any payment allocation by JLI, payment will be deemed to be allocated in such manner as preserves the maximum value of JLI’s  Purchase Money Security Interest (as defined in the PPSA) in the Goods. 
6.8 The Client shall not be entitled to set off against, or deduct from the Fee, any sums owed or claimed to be owed to the Client by JLI nor to  withhold payment of any invoice because part of that invoice is in dispute. Once in receipt of an invoice for payment, if any part of the invoice  is in dispute, then the Client must notify JLI in writing within three (3) business days, the invoice shall remain due and payable for the full  amount, until such time as JLI investigates the disputed claim, no credit shall be passed for refund until the review is completed. Failure to  make payment may result in JLI placing the Client’s account into default and subject to default interest in accordance with clause 20.1. 
6.9 Unless otherwise stated the Fee does not include GST. In addition to the Fee, the Client must pay to JLI an amount equal to any GST JLI must pay for any supply by JLI under this or any other agreement for the sale of the Goods. The Client must pay GST, without deduction or  set-off of any other amounts, at the same time and on the same basis as the Client pays the Fee. In addition, the Client must pay any other  taxes and duties that may be applicable in addition to the Fee except where they are expressly included in the Fee. 
7. Provision of the Services 
7.1 JLI shall: 
(a) perform the Services relating to the Client’s project as recorded in this Contract and any proposal; and 
(b) in providing the Services, perform the Services in an efficient and professional manner, engaging personnel with suitable training,  experience, and expertise, and exercise the degree of care, skill and diligence reasonably required of a competent professional.  7.2 The Client shall: 
(a) provide to JLI, free of charge, as soon as practicable following any request for information, all information in its power to obtain, which  may pertain to the Services;  
(b) use their best endeavours to provide plans and locate all services at the nominated site (including power, telephone, gas, water,  stormwater, and sewer) as soon as practicable following the request by JLI. If the Client does not provide the required information, JLI  shall be entitled to obtain such from third parties at the Client’s sole cost;  
(c) where requested by JLI, obtain any approvals, authorities, licenses, consents, and permits which are required from governmental,  territorial, statutory, or responsible authorities for the lawful implementation and completion of the Client’s project (where such approvals  etc are outside of the scope of JLI); and
(d) ensure that it, its employees, agents, and contractors cooperate with JLI, that JLI has access to the applicable locations that JLI may  require, and provide all necessary instructions, technical information, and directions in relation to the Services in writing to JLI so as to  enable JLI to properly provide the Services and perform its obligations under this Contract and ensure that such information is complete  and accurate. JLI will not accept any liability to the Client, or a third party, in connection with any information provided by the Client that  is incomplete or inaccurate unless ensuring the adequacy and accuracy of the information is within the scope of the Services. 
7.3 The Client may order variations to the Services provided these variations are made in writing or may request JLI to submit written proposals  for variation to the Services. 
7.4 Both parties shall make all reasonable effort to ensure the Services are provided in accordance with this Contract and take all necessary  reasonable steps to minimise any possible delay thereto. However, any time specified by JLI for provision of the Services is an estimate  only, and JLI will not be liable for any loss or damage incurred by the Client as a result of any delay. In the event that JLI is unable to provide  the Services as agreed solely due to any action or inaction of the Client, then the Client shall pay to JLI a reasonable sum of money to cover  the consequential costs, expenses and liabilities suffered by JLI as a result of any delay or suspension. 
7.5 The commencement date will be put back and/or the duration of the Services extended by whatever time is reasonable in the event that the  Client requests a variation to the Services, or JLI claims an extension of time, or where provision of the Services is delayed or suspended  (other than as a result of a breach of this Contract by JLI, or a negligent act or omission of JLI) by an event beyond JLI’s control. 
7.6 If JLI is required to exercise their professional judgement between the Client and a third party with whom the Client has a contract, then JLI  will do so independently and as required by the terms and conditions of that contract. 
8. Extension of Contract Period 
8.1 Further to clause 7.5, JLI shall be entitled to claim an extension to the term of the Contract in the event of delays resulting from any matter  whatsoever which is not entirely under the control of JLI. These matters shall include, but are not limited to, delays caused by: (a) response(s) to information request(s) made by JLI to the Client, or any third party, not being available when expected or required;  (b) approval authorities’ response times for requests for preliminary decisions, information; 
(c) changes to the design brief being requested by the Client; 
(d) time taken by any approval authority for the granting of relevant approvals or permits; 
(e) assessment area not being available as was agreed or when pre-arranged; 
(f) any other variation to the Contract. 
9. Subcontract 
9.1 JLI shall be entitled, with the consent of the Client, to engage individuals on a subcontract or consultancy basis, whether or not operating  under corporate structure, to assist in the provision of the Services pursuant to the Contract. 
9.2 JLI shall remain liable for the performance of all obligations under these terms and conditions including the Services that are subject of a  subcontract. 
9.3 The Client agrees and understands that they have no authority to give any instruction to any of JLI’s sub-contractors without the authority of  JLI. 
9.4 The Client acknowledges and accepts that the Client shall be responsible for all monies payable to other such subcontractor or consultant. 
10. Dimensions, Plans and Specifications 
10.1 All customary building tolerances shall apply to the dimensions and measurements of the Goods or Services unless JLI and the Client agree  otherwise in writing. 
10.2 JLI accepts no responsibility for any loss, damages, or costs however resulting from any changes to plans during the construction phase  after approval. 
10.3 In the event the Client gives information relating to the Goods or Services (including plans, specifications, CAD drawings, measurements,  quantities, and other information provided by the Client): 
(a) that it is the Client’s responsibility to verify the accuracy of the information before the Client or JLI places an order based on the  information. JLI accepts no responsibility for any loss, damages, or costs however resulting from the Client’s failure to comply with this  clause; and 
(b) JLI shall be entitled to rely on the accuracy of such information. The Client acknowledges and agrees that in the event that any of this  information provided by the Client is inaccurate, JLI accepts no responsibility for any loss, damages, or costs however resulting  therefrom, including any variation to the Goods or Services required due to inaccurate plans provided by the Client, such additional  Services shall be charged in accordance with clause 6.2.  
11. Risk 
11.1 Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the Goods on or before Delivery. 11.2 If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Client, JLI is entitled to receive all  insurance proceeds payable for the Goods. The production of these terms and conditions by JLI is sufficient evidence of JLI’s rights to  receive the insurance proceeds without the need for any person dealing with JLI to make further enquiries.  
11.3 The Client warrants that the structure of the premises or equipment in or upon which these Goods are to be installed or erected is sound and  will sustain the installation and Services incidental thereto and JLI shall not be liable for any claims, demands, losses, damages, costs, and  expenses howsoever caused or arising should the premises or equipment be unable to accommodate the installation. 
11.4 Goods with natural elements in the products may have naturally occurring variations in colour and shade tones, markings, and veining and  may vary from colour samples provided. JLI gives no guarantee (expressed or implied) that colour samples will match the Goods supplied.  JLI will make every effort to match colour samples to the Goods supplied but will not be liable in any way whatsoever for colour samples  differing from the Goods supplied. 
11.5 The Client acknowledges and accept that: 
(a) whilst fabric manufacturers make every effort to match dye lots, colours or shade may vary between batches of product and/or between  sales samples and actual product supplied; 
(b) fabric manufacturers cannot guarantee to produce perfectly uniform patterned product, therefore there is no guarantee that patterned  product will match perfectly when installed; and 
(c) the installation process for fabric may require seams and cross-joins and that the appearance of these may be affected by light source  and in particular the construction of the chosen product. 
11.6 Timber is a: 
(a) natural product and as such may exhibit variations in texture, shade, colour, surface, finish, markings, veining, and contain natural  fissures, occlusions, and indentations. Whilst JLI will make every effort to match sales samples to the finished Goods JLI accepts no  liability whatsoever where such samples differ to the finished Goods supplied;  
(b) hydroscopic material subject to expansion and contraction, therefore JLI will accept no responsibility for gaps that may appear in the  flooring during prolonged dry periods.  
11.7 The Client acknowledges that Goods supplied may: 
(a) fade or change colour over time;  
(b) expand, contract or distort as a result of exposure to heat, cold, weather;  
(c) mark or stain if exposed to certain substances; and 
(d) be damaged or disfigured by impact or scratching. 
11.8 JLI is only responsible for Goods that are replaced by JLI, and in the event that other components subsequently fail, the Client agrees to  indemnify JLI against any loss or damage to the Services, or caused by the components, or any part thereof howsoever arising. 
12. Client’s Responsibilities  
12.1 Unless otherwise agreed in writing between JLI and the Client, it is the Client’s responsibility to: 
(a) make the premises available on the agreed date and time. If installation is interrupted by the failure of the Client to adhere to the  installation schedule agreed to between JLI and the Client, any additional costs will be invoiced to the Client as an extra; (b) have all areas clean and clear to enable scheduled work to be completed in accordance with the schedule of installation; (c) remove all fragile items such as glassware, crockery, pot plants, furniture, and ornaments. Breakages and damages are the  responsibility of the Client. All care taken but no responsibility accepted by JLI in this regard; 
(d) provide JLI with a suitable free power source within eight (8) metres of the work area. 
13. Access 
13.1 The Client shall ensure that JLI always has clear and free access to the site to enable them to undertake the Services. JLI shall not be liable  for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas)  unless due to the negligence of JLI. 
14. Compliance with Laws 
14.1 The Client and JLI shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities  that may be applicable to the Services, including any applicable work health and safety laws and any other relevant safety standards or  legislation. Furthermore, where the working environment is under the control of the Client, it agrees to provide a safe working environment  for JLI and its employees, agents, and subcontractors for the purpose of the provision of the Services. 
14.2 JLI shall adhere to the National Disability Insurance Scheme (NDIS) requirements should the fit out require such designs that require to  comply with such access and safety. 
14.3 Where the Client has supplied products for JLI to complete the Services, the Client acknowledges that it accepts responsibility for the  suitability of purpose and use for their products and the intended use and any faults inherent in those products. However, if in JLI’s opinion, it  is believed that the materials supplied are non-conforming products and will not conform with Australian regulations, then JLI shall be  entitled, without prejudice, to halt the Services until the appropriate conforming products are sourced and all costs associated with such a  change to the plans and design will be invoiced in accordance with clause 6.2. 
14.4 The Client shall obtain (at the expense of the Client) all licenses and approvals that may be required for the Services. 
15. Title 
15.1 JLI and the Client agree that ownership of the Goods shall not pass until: 
(a) the Client has paid JLI all amounts owing to JLI; and 
(b) the Client has met all of its other obligations to JLI. 
15.2 Receipt by JLI of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured,  cleared or recognised. 
15.3 It is further agreed that, until ownership of the Goods passes to the Client in accordance with clause 15.1: (a) the Client is only a bailee of the Goods and must return the Goods to JLI on request; 
(b) the Client holds the benefit of the Client’s insurance of the Goods on trust for JLI and must pay to JLI the proceeds of any insurance in  the event of the Goods being lost, damaged or destroyed; 
(c) the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for  market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act  on trust for JLI and must pay or deliver the proceeds to JLI on demand; 
(d) the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the  resulting product on trust for the benefit of JLI and must sell, dispose of or return the resulting product to JLI as it so directs; (e) the Client irrevocably authorises JLI to enter any premises where JLI believes the Goods are kept and recover possession of the Goods; (f) JLI may recover possession of any Goods in transit whether or not Delivery has occurred; 
(g) the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while  they remain the property of JLI; and 
(h) JLI may commence proceedings to recover the Fee of the Goods sold notwithstanding that ownership of the Goods has not passed to  the Client.
16. Personal Property Securities Act 2009 (“PPSA”) 
16.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the  PPSA. 
16.2 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and conditions constitute a  security agreement for the purposes of the PPSA and creates a security interest in all Goods that have previously been supplied and that will  be supplied in the future by JLI to the Client, and the proceeds from such Goods. 
16.3 The Client undertakes to: 
(a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up to date in  all respects) which JLI may reasonably require to; 
(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities  Register;  
(ii) register any other document required to be registered by the PPSA; or 
(iii) correct a defect in a statement referred to in clause 16.3(a)(i) or 16.3(a)(ii); 
(b) indemnify, and upon demand reimburse, JLI for all expenses incurred in registering a financing statement or financing change statement  on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby; 
(c) not register a financing change statement in respect of a security interest without the prior written consent of JLI; (d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods or the proceeds of  such Goods in favour of a third party without the prior written consent of JLI; 
(e) immediately advise JLI of any material change in its business practices of selling the Goods which would result in a change in proceeds derived from such sales. 
16.4 JLI and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and  conditions. 
16.5 The Client waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA. 16.6 The Client waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA. 
16.7 Unless otherwise agreed to in writing by JLI, the Client waives their right to receive a verification statement in accordance with section 157 of  the PPSA. 
16.8 The Client must unconditionally ratify any actions taken by JLI under clauses 16.3 to 16.5. 
16.9 Subject to any express provisions to the contrary (including those contained in this clause 16), nothing in these terms and conditions is  intended to have the effect of contracting out of any of the provisions of the PPSA.  
17. Security and Charge 
17.1 In consideration of JLI agreeing to supply the Goods and/or provide its Services, the Client grants JLI a security interest by way of a floating  charge (registerable by JLI pursuant to the PPSA) over all of its present and after acquired rights, title and interest (whether joint or several)  in all other assets that is now owned by the Client or owned by the Client in the future, to the extent necessary to secure the repayment of  monies owed under this Contract for provision of the Goods and/or Services under this Contract and/or permit JLI to appoint a receiver to the  Client in accordance with the Corporations Act 2001 (Cth). 
17.2 The Client indemnifies JLI from and against all JLI’s costs and disbursements including legal costs on a solicitor and own client basis  incurred in exercising JLI’s rights under this clause. 
17.3 In the event that the Client defaults or breaches any term of this Contract and as a result, the security provided in clauses 15.1,16.2 and 17.1 as applicable, is deemed insufficient by JLI to secure the repayment of monies owed by the Client to JLI, the Client hereby grants JLI a  security interest as at the date of the default, by way of a charge, that enables the right and entitlement to lodge a caveat over any real  property and or land owned by the Client now, or owned by the Client in the future, to secure the performance of the Client of its obligations  under these terms and conditions (including, but not limited to, the payment of any money. 
18. Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA) 
18.1 The Client must inspect the Goods on Delivery (or Services on completion) and must within seven (7) days of Delivery notify JLI in writing of  any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Client must notify any other alleged  defect in the Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification the Client must allow JLI to inspect the Goods or to review the Services provided. 
18.2 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and  warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non Excluded Guarantees).  
18.3 JLI acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.  18.4 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, JLI makes no warranties or other  representations under these terms and conditions including but not limited to the quality or suitability of the Goods. JLI’s liability in respect of  these warranties is limited to the fullest extent permitted by law.  
18.5 If the Client is a consumer within the meaning of the CCA, JLI’s liability is limited to the extent permitted by section 64A of Schedule 2. 18.6 If JLI is required to replace the Goods under this clause or the CCA, but is unable to do so, JLI may refund any money the Client has paid for  the Goods. 
18.7 If the Client is not a consumer within the meaning of the CCA, JLI’s liability for any defect or damage in the Goods is: (a) limited to the value of any express warranty or warranty card provided to the Client by JLI at JLI’s sole discretion; (b) limited to any warranty to which JLI is entitled, if JLI did not manufacture the Goods; 
(c) otherwise negated absolutely.  
18.8 Subject to this clause 18, returns will only be accepted provided that: 
(a) the Client has complied with the provisions of clause 18.1; and 
(b) JLI has agreed that the Goods are defective; and 
(c) the Goods are returned within a reasonable time at the Client’s cost (if that cost is not significant); and
(d) the Goods are returned in as close a condition to that in which they were delivered as is possible. 
18.9 Notwithstanding clauses 18.1 to 18.8 but subject to the CCA, JLI shall not be liable for any defect or damage which may be caused or partly  caused by or arise as a result of: 
(a) the Client failing to properly maintain or store any Goods;  
(b) the Client using the Goods for any purpose other than that for which they were designed;  
(c) the Client continuing the use of any Goods after any defect became apparent or should have become apparent to a reasonably prudent  operator or user;  
(d) the Client failing to follow any instructions or guidelines provided by JLI; 
(e) fair wear and tear, any accident, or act of God. 
18.10 In the case of second-hand Goods, unless the Client is a consumer under the CCA, the Client acknowledges that it has had full opportunity  to inspect the second-hand Goods prior to Delivery and accepts them with all faults and that to the extent permitted by law no warranty is  given by JLI as to the quality or suitability for any purpose and any implied warranty, statutory or otherwise, is expressly excluded. The Client acknowledges and agrees that JLI has agreed to provide the Client with the second-hand Goods and calculated the Fee of the second- hand  Goods in reliance of this clause 18.10. 
18.11 JLI may in its absolute discretion accept non-defective Goods for return in which case JLI may require the Client to pay handling fees of up  to twenty percent (20%) of the value of the returned Goods plus any freight costs. 
18.12 Notwithstanding anything contained in this clause if JLI is required by a law to accept a return, then JLI will only accept a return on the  conditions imposed by that law.  
18.13 Subject to clause 18.1, customised, or non-stocklist items or Goods made or ordered to the Client’s specifications are not acceptable for  credit or return. 
19. Intellectual Property 
19.1 Where JLI has designed, drawn, or developed Goods for the Client, then the copyright in any designs and drawings and documents shall  remain the property of JLI. Under no circumstances may such designs, drawings and documents be used without the express written  approval of JLI. 
19.2 The Client warrants that all designs, specifications, or instructions given to JLI will not cause JLI to infringe any patent, registered design or  trademark in the execution of the Client’s order and the Client agrees to indemnify JLI against any action taken by a third party against JLI in  respect of any such infringement. 
19.3 The Client agrees that JLI may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs,  drawings or Goods which JLI has created for the Client. 
20. Default and Consequences of Default 
20.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a  half percent (2.5%) per calendar month (and at JLI’s sole discretion such interest shall compound monthly at such a rate) after as well as  before any judgment. 
20.2 If the Client owes JLI any money, the Client shall indemnify JLI from and against all costs and disbursements: (a) incurred; and/or 
(b) which would be incurred and/or 
(c) for which by the Client would be liable; 
in regard to legal costs on a solicitor and own client basis incurred in exercising JLI’s rights under these terms and conditions, internal  administration fees, JLI’s Contract fees owing for breach of these terms and conditions’, including, but not limited to, contract default fees  and/or recovery costs (if applicable), as well as bank dishonour fees. 
20.3 Further to any other rights or remedies JLI may have under this Contract, if a Client has made payment to JLI, and the transaction is  subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by JLI under this clause 20 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations  under this Contract. 
20.4 Without prejudice to JLI’s other remedies at law JLI shall be entitled to cancel all or any part of any order of the Client which remains  unfulfilled and all amounts owing to JLI shall, whether or not due for payment, become immediately payable if: 
(a) any money payable to JLI becomes overdue, or in JLI’s opinion the Client will be unable to make a payment when it falls due;  (b) the Client has exceeded any applicable credit limit provided by JLI; 
(c) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes  an assignment for the benefit of its creditors; or 
(d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client. 
21. Cancellation 
21.1 Without prejudice to any other remedies the parties may have, if at any time either party is in breach of any obligation (including those  relating to payment) under these terms and conditions (“the Breaching Party”) the other party may suspend or terminate the supply or  purchase of Goods and/or Services to the other party, with immediate effect, by providing the Breaching Party with written notice. Neither  party will be liable for any loss or damage the other party suffers because one of the parties has exercised its rights under this clause. 
21.2 If JLI, due to reasons beyond JLI’s reasonable control, is unable to the deliver any Goods and/or Services to the Client, JLI may cancel any  Contract to which these terms and conditions apply or cancel Delivery of Goods and/or Services at any time before the Goods and/or  Services are delivered by giving written notice to the Client. On giving such notice JLI shall repay to the Client any money paid by the Client for the Goods and/or Services. JLI shall not be liable for any loss or damage whatsoever arising from such cancellation. 
21.3 The Client may cancel Delivery of the Goods and/or Services by written notice served within forty-eight (48) hours of placement of the order.  If the Client cancels Delivery in accordance with this clause 21.3, the Client will not be liable for the payment of any costs of JLI, except  where a deposit is payable in accordance with clause 6.4. Failure by the Client to otherwise accept Delivery of the Goods and/or Services  shall place the Client in breach of this Contract.
21.4 Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will not be accepted once production has  commenced, or an order has been placed. 
22. Privacy Policy 
22.1 All emails, documents, images, or other recorded information held or used by JLI is Personal Information, as defined and referred to in  clause 22.3, and therefore considered Confidential Information. JLI acknowledges its obligation in relation to the handling, use, disclosure  and processing of Personal Information pursuant to the Privacy Act 1988 (“the Act”) including the Part IIIC of the Act being Privacy  Amendment (Notifiable Data Breaches) Act 2017 (NDB) and any statutory requirements, where relevant in a European Economic Area  (“EEA”), under the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”).  JLI acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Client’s Personal Information, held by JLI that may result in serious harm to the Client, JLI will notify the Client in accordance with the Act and/or the GDPR. Any release of such  Personal Information must be in accordance with the Act and the GDPR (where relevant) and must be approved by the Client by written  consent, unless subject to an operation of law. 
22.2 Notwithstanding clause 22.1, privacy limitations will extend to JLI in respect of Cookies where the Client utilises JLI’s website to make  enquiries. JLI agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if  applicable), such technology allows the collection of Personal Information such as the Client’s: 
(a) IP address, browser, email client type and other similar details; 
(b) tracking website usage and traffic; and 
(c) reports are available to JLI when JLI sends an email to the Client, so JLI may collect and review that information (“collectively Personal  Information”) 
If the Client consents to JLI’s use of Cookies on JLI’s website and later wishes to withdraw that consent, the Client may manage and control  JLI’s privacy controls via the Client’s web browser, including removing Cookies by deleting them from the browser history when exiting the  site.  
22.3 The Client agrees that JLI may exchange information about the Client with those credit providers and with related body corporates for the  following purposes: 
(a) to assess an application by the Client; and/or 
(b) to notify other credit providers of a default by the Client; and/or 
(c) to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit  providers; and/or 
(d) to assess the creditworthiness of the Client including the Client’s repayment history in the preceding two (2) years. 22.4 The Client consents to JLI being given a consumer credit report to collect personal credit information relating to any overdue payment on  commercial credit. 
22.5 The Client agrees that personal credit information provided may be used and retained by JLI for the following purposes (and for other agreed  purposes or required by): 
(a) the provision of Goods; and/or 
(b) analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Goods; and/or (c) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or (d) enabling the collection of amounts outstanding in relation to the Goods. 
22.6 JLI may give information about the Client to a CRB for the following purposes: 
(a) to obtain a consumer credit report;  
(b) allow the CRB to create or maintain a credit information file about the Client including credit history. 
22.7 The information given to the CRB may include: 
(a) Personal Information as outlined in 22.3 above; 
(b) name of the credit provider and that JLI is a current credit provider to the Client; 
(c) whether the credit provider is a licensee; 
(d) type of consumer credit; 
(e) details concerning the Client’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account  and the amount requested); 
(f) advice of consumer credit defaults (provided JLI is a member of an approved OAIC External Disputes Resolution Scheme), overdue  accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for  request of payment has been made and debt recovery action commenced or alternatively that the Client no longer has any overdue  accounts and JLI has been paid or otherwise discharged and all details surrounding that discharge (e.g. dates of payments); (g) information that, in the opinion of JLI, the Client has committed a serious credit infringement; 
(h) advice that the amount of the Client’s overdue payment is equal to or more than one hundred and fifty dollars ($150). 22.8 The Client shall have the right to request (by e-mail) from JLI: 
(a) a copy of the Personal Information about the Client retained by JLI and the right to request that JLI correct any incorrect Personal  Information; and 
(b) that JLI does not disclose any Personal Information about the Client for the purpose of direct marketing. 
22.9 JLI will destroy Personal Information upon the Client’s request (by e-mail) or if it is no longer required unless it is required to fulfil the  obligations of this Contract or is required to be maintained and/or stored in accordance with the law.  
22.10 The Client can make a privacy complaint by contacting JLI via e-mail. JLI will respond to that complaint within seven (7) days of receipt and  will take all reasonable steps to reach a decision on the complaint within thirty (30) days of receipt of the complaint. If the Client is not  satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at www.oaic.gov.au. 
23. Service of Notices 
23.1 Any written notice given under this Contract shall be deemed to have been given and received: 
(a) by handing the notice to the other party, in person;
(b) by leaving it at the address of the other party as stated in this Contract; 
(c) by sending it by registered post to the address of the other party as stated in this Contract; 
(d) if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the  transmission; 
(e) if sent by email to the other party’s last known email address. 
23.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of  post, the notice would have been delivered. 
24. Trusts 
24.1 If the Client at any time upon or subsequent to entering into the Contract is acting in the capacity of trustee of any trust or as an agent for a  trust (“Trust”) then whether or not JLI may have notice of the Trust, the Client covenants with JLI as follows: 
(a) the Contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust, the trustees and the  trust fund; 
(b) the Client has full and complete power and authority under the Trust or from the Trustees of the Trust as the case may be to enter into  the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Client against the Trust,  the trustees and the trust fund. The Client will not release the right of indemnity or commit any breach of trust or be a party to any other  action which might prejudice that right of indemnity; 
(c) the Client will not during the term of the Contract without consent in writing of JLI (JLI will not unreasonably withhold consent), cause,  permit, or suffer to happen any of the following events: 
(i) the removal, replacement or retirement of the Client as trustee of the Trust; 
(ii) any alteration to or variation of the terms of the Trust; 
(iii) any advancement or distribution of capital of the Trust; or 
(iv) any resettlement of the trust fund or trust property. 
25. Building and Construction Industry Security of Payments Act 1999  
25.1 At JLI’s sole discretion, if there are any disputes or claims for unpaid Goods and/or Services then the provisions of the Building and  Construction Industry Security of Payments Act 1999 may apply. 
25.2 Nothing in this Contract is intended to have the effect of contracting out of any applicable provisions of the Building and Construction  Industry Security of Payments Act 1999 of New South Wales, except to the extent permitted by the Act where applicable. 
26. General 
26.1 Any dispute or difference arising as to the interpretation of these terms and conditions or as to any matter arising herein, shall be submitted  to, and settled by, mediation before resorting to any external dispute resolution mechanisms (including arbitration or court proceedings) by  notifying the other party in writing setting out the reason for the dispute. The parties shall share equally the mediator’s fees. Should  mediation fail to resolve the dispute, the parties shall be free to pursue other dispute resolution avenues.  
26.2 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it  affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or  unenforceable, that provision shall be severed from this Contract, and the validity, existence, legality, and enforceability of the remaining  provisions shall not be affected, prejudiced, or impaired. 
26.3 These terms and conditions and any Contract to which they apply shall be governed by the laws of New South Wales and are subject to the  jurisdiction of the courts in Windsor, New South Wales. These terms prevail over all terms and conditions of the Client (even if they form part  of the Client’s purchase order). 
26.4 JLI may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Client’s consent provided the  assignment does not cause detriment to the Client. 
26.5 The Client cannot licence or assign without the written approval of JLI. 
26.6 JLI may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so  doing. Furthermore, the Client agrees and understands that they have no authority to give any instruction to any of JLI’s sub-contractors  without the authority of JLI. 
26.7 The Client agrees that JLI may amend their general terms and conditions for subsequent future Contracts with the Client by disclosing such  to the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise  at such time as the Client makes a further request for JLI to provide Goods to the Client.  
26.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, national  or global pandemics and/or the implementation of regulation, directions, rules or measures being enforced by Governments or embargo,  including but not limited to, any Government imposed border lockdowns (including, worldwide destination ports), etc, (“Force Majeure”) or  other event beyond the reasonable control of either party. This clause does not apply to a failure by the Client to make a payment to JLI,  once the parties agree that the Force Majeure event has ceased. 
26.9 Both parties warrant that they have the power to enter this Contract and have obtained all necessary authorisations to allow them to do so,  they are not insolvent and that this Contract creates binding and valid legal obligations on them.  
26.10 The rights and obligations of the parties will not merge on completion of any transaction under this Contract, and they will survive the  execution and Delivery of any assignment or other document entered, for the purpose of, implementing any transaction under this Contract. 26.11 If part or all of any term of this Contract is or becomes invalid, illegal or unenforceable, it shall be severed from this Contract and shall not  affect the validity and enforceability of the remaining terms of this Contract.